The Acquisition Sample Clauses

The Acquisition. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Sellers hereby agree to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Shares on the Closing Date and to transfer to Purchaser on the Closing Date a 100% undivided interest in and to the Shares free from all liens, mortgages, charges, pledges, encumbrances or other burdens (other than those that may arise under federal or state securities laws restricting the right to sell or transfer the Shares) with all rights now or thereafter attached thereto.

The Acquisition. At the Closing (as defined below), each Stockholder shall sell to Group 1 and Group 1 shall purchase from each Stockholder that number of shares of common stock, par value $1.00 per share of the Company ("Company Common Stock") as set forth opposite their respective names in Schedule II hereto in exchange for that number of shares of common stock, par value $.01 per share of Group 1 ("Group 1 Common Stock") set forth opposite their respective names in Schedule II hereto (as may be appropriately adjusted for stock splits, reverse stock splits and/or stock dividends). In the event that the Board of Directors of Group 1 approves a reverse stock split upon the recommendation of the Representatives of the Underwriters in connection with the IPO, the number of shares of Group 1 Common Stock to be received by the shareholders of the Founding Companies shall be decreased proportionately as a result of the reverse stock split; provided, however, that in the event that the number of shares of Group 1 Common Stock resulting from the reverse stock split recommended by the Representatives of the Underwriters is less than the number of shares resulting from a 4.444 for 5 reverse stock split, a 4.444 for 5 reverse stock split shall be implemented and the number of shares of Group 1 Common Stock resulting from such 4.444 for 5 reverse stock split to be received by the shareholders of the Founding Companies shall be further decreased proportionately to the number of shares that would have been issued to the shareholders of the Founding Companies had the reverse stock split recommended by the Representatives of the Underwriters been implemented. If the number of shares of Group 1 Common Stock received by a Stockholder pursuant to this Agreement includes a fractional share as a result of a reverse stock split affecting the Group 1 Common Stock, such fractional share shall be rounded up to the nearest whole share of Group 1 Common Stock.

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Top Favour Shareholders will each sell, convey, assign, transfer and deliver to Ableauctions certificates representing the Top Favour Equity Interest held by each Top Favour Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Top Favour, accompanied by a properly executed and authenticated stock power or instrument of like tenor. (b) As consideration for the acquisition of the Top Favour Equity Interests, Ableauctions will issue to each Top Favour Shareholder, in exchange for such Top Favour Shareholder’s portion of the Top Favour Equity Interests, the number of shares of Common Stock such that such Top Favour Shareholders holds a percentage of the outstanding Common Stock on a fully-diluted basis immediately after the Closing set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Ableauctions Shares”). The Ableauctions Shares to be issued shall equal approximately 97% of the outstanding shares of Ableauctions’ common stock at the time of Closing. For example, if there are at least 100.0 million shares of Ableauctions common stock authorized and 3.0 million shares of Ableauctions’ common stock outstanding immediately prior to the Closing, then there shall be 97.0 million shares of Ableauctions’ common stock issued to the Top Favour Shareholders at Closing.

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the Cellynx Shareholders will sell, convey, assign, transfer and deliver to Norpac one or more stock certificates representing the Cellynx Shares, and as consideration for the acquisition of the Cellynx Shares, Norpac will issue to each Cellynx Shareholder, in exchange for such Cellynx Shareholder’s pro rata portion of the Cellynx Shares, one or more stock certificates representing the number of shares of Norpac Common Stock set forth opposite such Cellynx Shareholder’s name in Column II on Schedule 1.1(a) attached hereto (collectively, the “Norpac Shares”). The Norpac Shares outstanding before Closing shall equal 30.1% of the outstanding shares of Norpac common stock at the time of Closing. For example, if there are 37,597,890 shares of Norpac common stock outstanding immediately prior to the Closing, then there shall be 87,465,460 shares of Norpac common stock issued to the Cellynx Shareholders at Closing (“Total Norpac Common Shares”). In the event that there is an insufficient number of authorized but unissued Norpac common stock to issue to the Cellynx Shareholders in accordance with the prior paragraph, then Norpac shall issue all available authorized but unissued common stock among the Cellynx Shareholders in a pro rata manner. Norpac’s Board of Directors shall then establish a class of Series A Preferred Stock. Norpac shall issue to Cellynx Shareholders that number of shares of Norpac Series A Preferred Stock that may be convertible into Norpac common stock, such that, the common stock underlying the Series A Preferred Stock plus the Common Stock actually issued to the Cellynx Shareholders equals the Total Norpac Common Shares. Immediately after Closing, Norpac shall amend its articles of incorporation to increase the authorized number of shares of Common Stock to 200,000,000 or such other number sufficient to enable the Cellynx Shareholders to convert their Norpac Preferred Stock into Common Stock and to permit all options, warrants and convertible notes described in Section 1.4 below to be exercised or converted into Norpac common stock.

The Acquisition. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), FTA and the FTA Shareholder shall accept the Acquisition Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of FTA set forth herein, in the aggregate constituting no less than Seventy Percent (70%) of the issued and outstanding shares of FTA to the Company at the Closing representing 7,000 shares. (b) The Company shall accept the Acquisition Offer, and shall, on the terms and conditions set forth in this Agreement, compensate the FTA Shareholder according to Appendix I of this Agreement (the “Compensation”) which shall include certain shares of the Company (the “Shares”) in consideration for 7,000 FTA shares, which represents Seventy Percent (70%) of the ownership interest in FTA.

The Acquisition. 1.1 At the Closing, one (1) common share of WISE TARGET, which represents 100% of the outstanding shares of WISE TARGET, and one (1) share of AMBER LINK, which represents 100% outstanding shares of AMBER LINK, shall be acquired by TBAY in exchange for up to 18,550,000 restricted common shares of TBAY (the “Shares”). The Shares of WISE TARGET and AMBER LINK to be exchanged and the Shares of TBAY to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. 1.2 At the Closing, the WISE TARGET and AMBER LINK shareholders listed in Exhibit A will deliver certificates for the shares of WISE TARGET and AMBER LINK listed in Exhibit A, duly endorsed so as to make TBAY the sole holder thereof, free and clear of all claims and encumbrances and TBAY shall deliver a transmittal letter directed to the transfer agent of TBAY directing the issuance of the Shares to the shareholders of WISE TARGET and AMBER LINK as set forth on Exhibit A of this Agreement. 1.3 Following the reorganization there will be a total of 30,079,549 common shares, $.001 par value, issued and outstanding in TBAY and no preferred shares will be issued and outstanding. 1.4 Following the reorganization, WISE TARGET and AMBER LINK will be wholly owned (100%) subsidiaries of TBAY, and will in aggregate hold 95% shareholding in SUNPLUS.

The Acquisition. Enter into and complete the Acquisition, within five (5) Business Days of the Closing Date, subject to the following conditions: (a) The Acquisition will be consummated in accordance with the Acquisition Agreement and applicable Law. (b) The Acquisition Agreement shall be in full force and effect. (c) The Acquisition shall be consummated in accordance with the terms of the Acquisition Agreement, without any waiver or amendment not consented to by the Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable requirements of Law, and the Borrower shall provide to the Administrative Agent before the close of business on the closing date of the Acquisition: (1) a signed and dated, filed copy of the Articles of Arrangement duly filed with the Registrar of Corporations of the Province of Alberta together with Proof of Filing from the Registrar of Corporations of the Province of Alberta of the Arrangement pursuant to which all of the outstanding capital stock of the Target Company shall have been acquired by Clean Harbors Industrial Services Canada, Inc. (“Acquireco”), which is a wholly owned indirect Subsidiary of the Borrower organized under the laws of Alberta for purposes of the Acquisition; and (2) a certified copy of the Certificate and Articles of Amalgamation from the Registrar of Corporations of the Province of Alberta of the amalgamation of the Target Company and Acquireco, with the name of the amalgamated company to be the same as that of Acquireco. (d) The Administrative Agent shall be satisfied with the Borrower’s corporate, capital and ownership structure after giving effect to the Acquisition. (e) All applicable waiting periods in connection with the Acquisition have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (f) The Administrative Agent’s receipt of a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation of the Acquisition (including, governmental, shareholder and third party consents such as clearance under the Xxxx-Xxxxx Xxxxxx Act) and the execution, delivery and performance by...

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, Voiceassist shall sell, transfer, convey, and assign to Xxxx, by instruments satisfactory in form and substance to Xxxx and its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. Voiceassist represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of Voiceassist so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Xxxx nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Voiceassist other than those expressly identified on Exhibit C and accepted by Xxxx in this Section 2.1.

The Acquisition. 1.01 At the Effective Time (as defined in Section 2.01), subject to the terms and conditions herein, all of the shares of Creative Management Common Stock issued and outstanding immediately prior to the Effective Time shall be acquired by CMG in exchange for 22,135,148 fully paid and nonassessable shares of CMG Common Stock currently owned by Creative Management (the exchange of all shares of Creative Management Common Stock for CMG Common Stock shall constitute the “Exchange”). The CMG Common Stock shall be issued to the shareholders of Creative Management and/or their nominees in the amounts set forth on a list provided by Creative Management to CMG. 1.02 As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represents shares of Creative Management Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of CMG Common Stock for which such shares of Creative Management Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of Creative Management Common Stock shall, after the Effective Time, be entitled to vote the CMG Common Stock for which such shares of Creative Management Common Stock have been exchanged on any matters on which the holders of the CMG Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of Creative Management Common Stock immediately prior to the Effective Time shall deliver such certificates of Creative Management Common Stock, duly endorsed so as to make CMG the sole holder thereof, free and clear of all claims, and encumbrances and CMG shall deliver a transmittal letter to the transfer agent of CMG directing the issuance of the CMG Common Stock to the shareholders of Creative Management and/or their nominees. Any shares of CMG Common Stock issued pursuant to this Agreement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or (b) upon receipt by CMG of a written opinion of counsel for the holder reasonably satisfactory to CMG to the effect that the proposed transfer is exempt from the registration requirements of the Act, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing CMG Common Stock issued pursuant to this Agreement, and the shares of CMG Common Sto...

The Acquisition. 1.01 Radical shall acquire a total of 11,000,000 restricted common shares of Rescon in exchange for 200 restricted common shares of GIT held by Radical. The shares of Rescon to be issued in this transaction shall be issued as set forth in Exhibit A of this Agreement. 1.02 At the Closing, Radical shall deliver the 40 common shares of GIT, which represents 20% of the outstanding shares of GIT, duly endorsed so as to make Rescon the sole holder thereof, free and clear of all claims and encumbrances. 1.03 Following the Closing, GIT shall make application for approval of change in ownership, control, or business operations to the NASD, and will use its best efforts to comply with all other applicable NASD rules and regulations to obtain approval of a change of ownership of GIT. Upon approval of the NASD, Radical will deliver 160 common shares of GIT, which will represent the remaining 80% of the outstanding shares of GIT, duly endorsed so as to make Rescon the sole holder thereof, free and clear of all claims and encumbrances in exchange for an additional 1,000,000 restricted common shares of Rescon. 1.04 At the Closing, the Rescon shareholders listed on Exhibit B to this Agreement ("Cancelling Shareholders"), will tender their certificates representing 3,749,778 common shares, which represents 97.1% of the currently issued and outstanding common shares of Rescon, for cancellation. The Cancelling Shareholders will also deliver appropriate instructions, board resolutions and other documentation as required by Rescon's transfer agent to allow for cancellation of said shares. 1.05 At the Closing, Radical will pay $315,000 and Rescon will issue warrants with a $2.00 strike price to purchase up to 200,000 shares of its restricted common stock to Jenson Services, Inc., xx consideration of the covenants, representations and warranties set forth in this Agreement by Rescon, Jenson Services, Inc., Xxxamitous, L.C., and the Cancelling Shareholders. Jenson Services, Inc., xxxeby directs that the $315,000 and the warrants be distributed as set forth in Exhibit C to this Agreement. A form of the Warrant is attached hereto as Exhibit D to this Agreement. 1.06 On Closing, the present directors and executive officers of Rescon shall designate the directors and executive officers nominated by GIT to serve in their place and stead, until the next respective annual meeting of the stockholders and until their respective successors shall be elected and qualified or until their resp...